/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES./
ST.
JOHN'S, NL, April 12,
2023 /CNW/ - Aurion Resources Ltd. (TSX-V: AU)
("Aurion" or the "Company") announces that it has
completed its previously announced fully marketed private placement
(the "Brokered Offering"), and its non-brokered
private placement (the "Non-Brokered Offering", and
collectively with the "Brokered Offering", the
"Offering"), for an aggregate of 12,151,730 common shares
(the "Common Shares") of the Company at a price of
C$0.55 per Common Share (the
"Issue Price") for gross proceeds of approximately
C$6,683,452.
Brokered Offering
Under the Brokered Offering, the Company issued an aggregate of
10,909,090 Common Shares at a price of C$0.55 per Common Share for aggregate gross
proceeds of approximately C$6,000,000, which includes the full exercise of
the agent's option.
The Brokered Offering was led by Red Cloud Securities Inc.
("Red Cloud"), as lead agent
and sole bookrunner, on behalf of a syndicate of agents including
Cormark Securities Inc., Haywood Securities Inc., PI Financial
Corp., and Canaccord Genuity Group Inc. (collectively with
Red Cloud, the "Agents"). In
consideration for their services, the Agents received, in
aggregate, a cash commission of approximately C$349,438. Additionally, the Agents received, in
aggregate, 635,342 non-transferable broker warrants (the "Broker
Warrants"), with each such Broker Warrant exercisable for one
whole Common Share at a price per Common Share equal to the Issue
Price for a period of 24 months after the closing of the Brokered
Offering.
A director of the Company (the "Related Party")
participated in and subscribed for 91,000 Common Shares under the
Brokered Offering. As a result, the Brokered Offering constituted a
"related party transaction" within the meaning of Policy 5.9 of the
TSX Venture Exchange and Multilateral Instrument 61- 101 -
Protection of Minority Security Holders in Special
Transactions ("MI 61-101"). The Company relied on the
exemptions under sections 5.5(a), 5.5(b) and 5.7(1)(a) of MI 61-101
in respect of the formal valuation and minority shareholder
approval requirements in respect of the Related Party's
participation in the Brokered Offering under MI 61-101, as (i) the
Company is not listed or quoted on any of the stock exchanges or
markets listed in subsection 5.5(b) of MI 61-101, and (ii) as at
the closing of the Brokered Offering, neither the fair market value
of the Common Shares issued in connection with the Brokered
Offering, nor the fair market value of the consideration received
by the Company therefor, insofar as it involved the Related Party,
exceeded 25% of the Company's market capitalization. The Company
did not file a material change report more than 21 days before the
closing of the Brokered Offering, which the Company deemed
reasonable in the circumstances as details of the Related Party's
participation in the Brokered Offering had not been settled and the
Company wished to complete the Offering in an expeditious
manner.
Non-Brokered Offering
Under the Non-Brokered Offering, the Company issued an aggregate
of 1,242,640 Common Shares at a price of C$0.55 per Common Share for aggregate gross
proceeds of C$683,452. The
Non-Brokered Offering was fully subscribed for by Kinross Gold
Corporation ("Kinross").
Kinross exercised its pro rata
right granted pursuant to a prior financing to maintain its
previous approximately 9.98% interest in the issued and outstanding
shares of the Company.
The Company plans to use the net proceeds of the Offering for
the exploration and advancement of the Company's projects in
Finland, which includes its Risti,
Launi and other projects on its 100% owned land and its joint
venture properties with B2Gold Corp. and Kinross, as well as for general working
capital purposes.
All securities issued in connection with the Offering are
subject to a hold period expiring on August
13, 2023. The Offering remains subject to final acceptance
of the TSX Venture Exchange.
The securities offered have not been, and will not be,
registered under the U.S. Securities Act of 1933 (the "U.S.
Securities Act") or any U.S. state securities laws, and may not
be offered or sold in the United
States absent registration or any applicable exemption from
the registration requirements of the U.S. Securities Act and
applicable U.S. state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
securities in the United States,
nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
About Aurion Resources
Ltd.
Aurion Resources Ltd. (Aurion) is a well-funded, Canadian
exploration company listed on the TSX Venture Exchange (TSX-V: AU)
and the OTCQX Best Market (OTCQX: AIRRF). Aurion's strategy is to
generate or acquire early-stage precious metals exploration
opportunities and advance them through direct exploration by our
experienced team or by business partnerships and joint venture
arrangements. Aurion's current focus is exploring on its Risti and
Launi projects, as well as advancing its joint venture properties
with B2Gold Corp. and Kinross in
Finland.
On behalf of the Board of Directors,
Matti Talikka, CEO
FORWARD-LOOKING
INFORMATION
Certain of the statements made and information contained
herein, including statements regarding the use of proceeds raised
under the Offering and final approval relating to the Offering, is
"forward-looking information" within the meaning of applicable
Canadian securities legislation or "forward-looking statements"
within the meaning the Securities Exchange Act of 1934 of
the United States. Generally,
these forward-looking statements or information can be identified
by the use of forward-looking terminology such as "plans",
"expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved". Forward-looking statements are subject to a variety of
risks and uncertainties which could cause actual events or results
to differ from those reflected in the forward-looking statements,
including, without limitation, the receipt of final acceptance of
the TSX Venture Exchange in respect of the Offering, management's
discretion regarding the use of proceeds risks, and uncertainties
relating to foreign currency fluctuations; risks inherent in mining
including environmental hazards, industrial accidents, unusual or
unexpected geological formations, ground control problems and
flooding; risks associated with the estimation of mineral resources
and reserves and the geology, grade and continuity of mineral
deposits; the possibility that future exploration, development or
mining results will not be consistent with the Company's
expectations; the potential for and effects of labour disputes or
other unanticipated difficulties with or shortages of labour or
interruptions in production; actual ore mined varying from
estimates of grade, tonnage, dilution and metallurgical and other
characteristics; the inherent uncertainty of production and cost
estimates and the potential for unexpected costs and expenses,
commodity price fluctuations; uncertain political and economic
environments; changes in laws or policies, foreign taxation, delays
or the inability to obtain necessary governmental permits; and
other risks and uncertainties, including those described under risk
factors in the Company's current management discussion and
analysis. Should one or more of these risks and uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in
forward-looking statements. The forward-looking information
contained herein is presently for the purpose of assisting
investors in understanding the Company's plans and objectives and
may not be appropriate for other purposes. Accordingly, readers are
advised not to place undue reliance on forward-looking statement.
The Company assumes no obligation to update any forward-looking
information or to update the reasons why actual results could
differ from such information unless required by applicable
law.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Aurion Resources Ltd.
